Common use of Solvency Certificate Clause in Contracts

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the from Borrower’s chief financial officer on behalf of the Borrowerofficer, in substantially in the form of Exhibit GM, as to the solvency of each of the Loan Parties after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Transactions.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrowercertificate, substantially in the form set forth in Exhibit Q of Exhibit Gthe Existing Credit Agreement (with appropriate modifications to reflect the nature of the transactions contemplated by this Amendment), after giving effect to from the Transactions orchief financial officer, at chief accounting officer or other officer with equivalent duties of the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially Parent Guarantor in the form attached as Exhibit D and that shall document the solvency of Exhibit G, the Parent Guarantor and the Borrower (exclusive of their respective Subsidiaries) after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions contemplated by this Agreement.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by dated as of the date of this Agreement from the chief financial officer on behalf of the Borrower, Company in substantially in the form of attached as Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer or president on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;L hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf from a Financial Officer of Holdings or the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit GG from the Company executed by its chief financial officer certifying that the Company and its Subsidiaries, on a consolidated basis after giving effect to the Transactions orand the other transactions contemplated hereby, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;are Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrowercertificate, substantially in the form set forth as Exhibit M, executed by a Financial Officer of Exhibit GHoldings attesting to the Solvency of Holdings and its Restricted Subsidiaries, on Consolidated basis, after giving effect to the consummation of the Transactions or, at occurring on the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Closing Date.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrowercertificate, substantially in the form of Exhibit GF, after giving effect to duly executed and delivered by the Transactions or, at chief financial or accounting Responsible Officer of the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm dated as of nationally recognized standing;the Amendment and Restatement Effective Date.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, Borrower (after giving effect to the consummation of the transactions contemplated by this Amendment) substantially in the form of Exhibit G, after giving effect G to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Credit Agreement.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer of the Borrower, on behalf of each of the BorrowerCredit Parties, substantially in the form of Exhibit G, after giving effect F to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Credit Agreement.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf a Responsible Officer of the BorrowerCompany as to the financial condition, substantially in solvency and related matters of the form of Exhibit GCompany and its Subsidiaries, after giving effect to the Transactions orTerm Loan (First Draw), at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Specified Acquisition and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, in substantially in the form attached hereto as Exhibit J from a Responsible Officer of Exhibit G, New Holdings that shall certify as to the solvency of New Holdings and its Subsidiaries on a consolidated basis after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Transactions.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf a Responsible Officer of the BorrowerBorrower as to the financial condition, substantially in solvency and related matters of the form of Exhibit GBorrower and its Subsidiaries, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, in substantially in the form attached hereto as Exhibit J from the Chief Financial Officer of Exhibit G, New Holdings that shall certify as to the solvency of New Holdings and its Subsidiaries on a consolidated basis after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Transactions.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf a Financial Officer of the Borrower, Holdings in substantially in the form of Exhibit GK as to the financial condition, solvency and related matters of Holdings and the Subsidiaries, after giving effect to the Transactions or, at initial extensions of credit under the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Loan Documents on the Closing Date and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the BorrowerParent, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially Parent Guarantor in the form attached as Exhibit D to the Amended Credit Agreement certifying as to the solvency of Exhibit G, the Parent Guarantor and the Borrower (exclusive of their respective Subsidiaries) after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions contemplated by this Amendment.

Solvency Certificate. The Administrative Agent shall have received and shall be reasonably satisfied with a solvency certificate signed by of the chief financial officer on behalf of the Borrower, Loan Parties substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;J.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions Borrower (or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;) that shall document the solvency of the Borrower and its Subsidiaries (on a going concern and consolidated basis) after giving effect to the Transactions and the Initial Share Repurchase.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf from a Financial Officer, dated as of the BorrowerEffective Date and after giving effect to the Transactions, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by of the chief financial officer on behalf or chief executive officer of the Borrower, Borrower substantially in the form of Exhibit GH, certifying the solvency of Holdings, the Borrower and the Subsidiaries, on a consolidated basis, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;I.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer Chief Financial Officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;H hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by in substantially the chief financial officer on behalf form attached hereto as Exhibit J from the Chief Financial Officer of the Borrower, substantially in Borrower that shall certify as to the form solvency of Exhibit G, the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Transactions.

Solvency Certificate. The Administrative Agent shall have received a satisfactory solvency certificate signed by from the chief financial officer on behalf of each of Holdings, the Borrower and the Company that shall document the solvency of the Borrower, substantially in Holdings and the form Company, respectively, and each of Exhibit G, their respective Subsidiaries after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer or treasurer on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;F hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf (or other officer with reasonably equivalent responsibilities) of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the BorrowerCredit Parties, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s Credit Parties’ option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer and treasurer on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf from a Responsible Officer of the Holdings and Borrower, substantially in the form of Exhibit GD, certifying that Holdings and its Subsidiaries on a consolidated basis, after giving effect to the Transactions ortransactions contemplated hereby, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;are Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;F hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf or treasurer of the Borrower, substantially in the form of Exhibit GD, certifying that the Loan Parties, taken as a whole, after giving effect to the Transactions ortransactions contemplated hereby (including the making of the initial extensions of credit on the Closing Date), at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;are Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf or treasurer of the Borrower, substantially in the form of Exhibit GD, certifying that the Loan Parties, taken as a whole, after giving effect to the Transactions ortransactions contemplated hereby (including the making of the initial Extensions of Credit on the Closing Date), at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;are Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;; (l)

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf (or other officer with reasonably equivalent duties) of the Borrower, Borrower substantially in the form of Exhibit GH, certifying that the Borrower and its Subsidiaries, on a consolidated basis as of the Closing Date after giving effect to the Transactions orand the other transactions contemplated hereby, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;are Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf or treasurer of the Borrower, substantially in the form of Exhibit GD, certifying that each of the Loan Parties, after giving effect to the Transactions ortransactions contemplated hereby (including the making of any extensions of credit on the Closing Date), at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;is Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf or treasurer of the Borrower, substantially in the form of Exhibit GD, certifying that each of the Loan Parties, after giving effect to the Transactions orand the other transactions contemplated hereby, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;is Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer, chief accounting officer on behalf or other officer with equivalent duties of the Borrower (or, at the sole option and discretion of the Borrower, a third party opinion as to the solvency of the Borrower and its Subsidiaries on a consolidated basis issued by a nationally recognized firm) substantially in the form of attached to this Amendment as Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standingA;

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf or treasurer of the Administrative Borrower, substantially in the form of Exhibit GD, certifying that each of the Loan Parties, after giving effect to the Transactions ortransactions contemplated hereby (including the making of the initial Extensions of Credit on the Funding Date), at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;is Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the US Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The On the Closing Date, the Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf (or other officer with reasonably equivalent duties) of the Borrower, substantially Holdings in the form of Exhibit G, after giving effect to the Transactions G (or, at the Borrower’s optionoption of Holdings, a third party opinion as to the solvency opinion from an independent investment bank or valuation firm of Holdings and its subsidiaries on a consolidated basis issued by a nationally recognized standing;firm).

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrowercertificate, substantially in the form of Exhibit GF from the Chief Financial Officer of the Borrower dated as of the Closing Date, after giving effect reasonably satisfactory to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Administrative Agent.

Solvency Certificate. The Administrative Agent shall have received a reasonably satisfactory solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially in attesting to the form solvency of Exhibit Gthe Borrower and its Subsidiaries, taken as a whole, both immediately before and immediately after giving effect to the Transactions or, at incurrence of the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm Loans and the use of nationally recognized standing;proceeds thereof.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate certificate, substantially in the form attached hereto as Exhibit G dated the Closing Date and signed by the chief financial officer on behalf or other Senior Officer with equivalent duties of the Administrative Borrower, substantially in the form of Exhibit Gcertifying that, after giving effect to the Transactions orTransactions, at the Borrower’s optionBorrowers and their Subsidiaries, on a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;consolidated basis, are Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by of the chief financial officer on behalf of Holdings which shall document the Borrower, substantially in the form solvency of Exhibit G, Holdings and its Subsidiaries after giving effect to the Transactions orTransaction, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm making of nationally recognized standing;Loans hereunder and the incurrence of the Second Lien Debt.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief a senior financial officer on behalf of the BorrowerBorrowers, substantially in the form of Exhibit GJ, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standingTransactions;

Solvency Certificate. The Administrative Agent shall have received received, with counterparts for each Lender, a solvency certificate signed certificate, dated the Effective Date, duly executed and delivered by the chief financial officer on behalf or accounting (including the treasurer) Authorized Officer of the U.S. Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;G hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf (or other officer with reasonably equivalent responsibilities) of the Borrower, substantially in the form of Exhibit G, after giving effect G hereto certifying as to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;matters set forth therein.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect G to the Transactions orExisting Credit Agreement from the chief financial officer, at chief accounting officer or other financial officer of the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;.

Solvency Certificate. The Administrative Agent shall have received a satisfactory executed solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially in Borrower that shall document the form solvency of Exhibit G, the Group Members on a consolidated basis after giving effect to the Transactions or, at Merger and the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions contemplated by this Agreement.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the BorrowerHoldings, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;F hereto.

Solvency Certificate. The Administrative Agent shall have received a satisfactory executed solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially in Borrower that shall document the form solvency of Exhibit G, the Borrower and its subsidiaries after giving effect to the Transactions or, at Acquisition and the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions contemplated by this Agreement.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf or treasurer of the Borrower, substantially in the form of Exhibit GD, certifying that each of the Loan Parties, after giving effect to the Transactions orcontemplated hereby (including the making of the initial extensions of credit on the Closing Date), at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;is Solvent. sf-3193689

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf (or a similar Authorized Officer) of the Borrower, substantially Borrower and Holdings in the form of Exhibit GJ to the Credit Agreement, which certifies that the Borrower and Holdings and its Restricted Subsidiaries, on a consolidated basis, are, and immediately after giving effect to the Transactions orIncremental Transactions, at the Borrower’s optionwill be, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf or treasurer of Borrower certifying that each of the Borrower, substantially in the form of Exhibit GLoan Parties, after giving effect to the Transactions ortransactions contemplated hereby, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;is solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by of the chief financial officer on behalf or chief executive officer of Holdings or the Borrower, Borrower substantially in the form of Exhibit G, certifying the solvency of Holdings, the Borrower and the Subsidiaries, on a consolidated basis, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed prepared by the chief financial officer on behalf Chief Financial Officer of the BorrowerCompany as to the solvency of the Credit Parties and their Subsidiaries, substantially in the form of Exhibit Gon a Consolidated basis, after giving effect to the Transactions orand the initial borrowings under the Credit Documents, at in substantially the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm form of nationally recognized standing;Exhibit K hereto.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially U.S. Borrower in the form of Exhibit GN, which demonstrates that Holdings and its Subsidiaries, on a consolidated basis, are, and after giving effect to the Transactions orand the other transactions contemplated hereby, at the Borrower’s optionwill be, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrowercertificate, substantially in the form attached to the Existing Credit Agreement, executed by a Financial Officer of Exhibit GHoldings attesting to the Solvency of Holdings and its Restricted Subsidiaries, on Consolidated basis, after giving effect to the Transactions or, at consummation of the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions occurring on the Fourth Amendment Effective Date.

Solvency Certificate. The Administrative Agent shall have received a satisfactory solvency certificate signed by from the chief financial officer on behalf of Holdings, which shall document the Borrower, substantially in the form solvency of Exhibit G, Holdings and its Subsidiaries after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a satisfactory solvency certificate signed by from the chief financial officer on behalf of Holdings, which shall document the Borrower, substantially in the form solvency of Exhibit G, Holdings and its Subsidiaries after giving effect to the Transactions or, at Transaction and the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf of Holdings or the Borrower, substantially Borrower in the form of Exhibit GM, which demonstrates that Holdings and its Subsidiaries on a consolidated basis, are, and after giving effect to the Transactions orand the other transactions contemplated hereby, at the Borrower’s optionwill be, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf or other similar officer, director or authorized signatory of the Borrower, Parent Borrower (after the incurrence of the Tranche B Term Loans) substantially in the form of Exhibit G, after giving effect to I of the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Credit Agreement; and (i)

Solvency Certificate. The Administrative Agent shall have received a customary solvency certificate signed by from the chief financial officer on behalf of the Borrower, substantially in Borrower that shall document the form solvency of Exhibit G, the Borrower and its subsidiaries (on a consolidated basis) after giving effect to the 2012 Transactions or, at and the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standingother transactions contemplated hereby;

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by in substantially the chief financial officer on behalf form attached hereto as Exhibit H from the Chief Financial Officer of the Borrower, substantially in Borrower that shall certify as to the form solvency of Exhibit G, the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Transactions.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrowercertificate, substantially in the form of Exhibit G, from a senior financial officer of Holdings or the Borrower certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the Transactions or, at and the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;other transactions contemplated hereby are Solvent.

Solvency Certificate. The Administrative Agent shall have received and shall be reasonably satisfied with a solvency certificate signed by of the chief financial officer on behalf of the Borrower, Borrower substantially in the form of Exhibit G, which shall document the solvency of the Loan Parties after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Refinancing and other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf a Financial Officer of the Borrower, Holdings in substantially in the form of Exhibit GK to the Existing Credit Agreement as to the financial condition, solvency and related matters of Holdings and the Subsidiaries, after giving effect to the Transactions or, at Refinancing and New Revolving Commitments under the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Fourth Amendment on the Fourth Amendment Effective Date and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf or treasurer of the Borrower, substantially in Borrower certifying that each of the form of Exhibit GLoan Parties, after giving effect to the Transactions orand the other transactions contemplated hereby, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;is solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrowercertificate, substantially in the form of Exhibit GF, after giving effect to from the Transactions or, at chief financial officer of the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;.

Solvency Certificate. The Administrative Agent shall have received and be reasonably satisfied with a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to executed as of the Transactions or, at Restatement Effective Date by the chief financial officer of the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by a Financial Officer of Holdings as to the chief financial officer on behalf condition, solvency and related matters of Holdings and the Borrower, substantially in the form of Exhibit GSubsidiaries, after giving effect to the Transactions or, at initial extensions of credit under the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Loan Documents on the Closing Date and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate in a form approved by the Administrative Agent signed by the chief financial officer on behalf a Responsible Officer of the BorrowerBorrowers as to the solvency of the Loan Parties and their Subsidiaries, substantially in the form of Exhibit Gtaken as a whole, both immediately before and immediately after giving effect to the Transactions or, at initial Borrowings under the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by a Responsible Officer of Holdings (not in his or her individual capacity but in his or her capacity as an officer of Holdings) as to the chief financial officer solvency of Holdings and its Subsidiaries, on behalf of the Borrower, substantially in the form of Exhibit Ga Consolidated basis, after giving effect to the Transactions or, at initial borrowings under the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed certificate, duly executed by the chief financial officer on behalf or treasurer (or other comparable officer) of Debtor and dated as of the BorrowerClosing Date, substantially in the form of Exhibit GG hereto, certifying that, after giving pro forma effect to the Transactions orTransactions, at the Borrower’s option, Loan Parties and their respective Subsidiaries (on a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;consolidated basis) are Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrowercertificate, substantially in the form set forth in Exhibit Q of Exhibit Gthe Existing Credit Agreement (with appropriate modifications to reflect the nature of the Transactions), after giving effect to from the Transactions orchief financial officer, at chief accounting officer or other officer with equivalent duties of the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf or treasurer of the BorrowerBorrowers, substantially in the form of Exhibit GD, certifying that each of the Loan Parties, after giving effect to the Transactions ortransactions contemplated hereby (including the making of the initial Extensions of Credit on the Closing Date), at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;is Solvent.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate certificate, in the form of Exhibit G hereto, dated the Effective Date and signed by the chief financial officer on behalf (or other officer with reasonably equivalent responsibilities) of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by a Responsible Officer of Holdings (not in his or her individual capacity but in his or her capacity as an officer of Holdings) as to the chief financial officer solvency of Holdings and its Subsidiaries, on behalf of the Borrower, substantially in the form of Exhibit Ga Consolidated basis, after giving effect to the Transactions or, at initial borrowings under the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Loan Documents and the other transactions contemplated hereby. ​

Solvency Certificate. The Administrative Agent and the Lenders shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to executed as of the Transactions or, at Closing Date by the Borrower’s option, a solvency opinion from an independent investment bank chief financial officer or valuation firm interim chief financial officer of nationally recognized standing;the Company.

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf or other similar officer, director or authorized signatory of the Borrower, Parent Borrower (after giving effect to this Amendment and the Revolving Credit Facility Extension) substantially in the form of Exhibit G, after giving effect to I of the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;Credit Agreement; and (g)

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial officer on behalf of the Borrower, substantially in the form of Exhibit G, after giving effect to the Transactions or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;5.01(f).

Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by from the chief financial officer on behalf or treasurer of the Borrower, substantially in the form of Exhibit GD, certifying that each of the Loan Parties, after giving effect to the Transactions ortransactions contemplated hereby (including the making of the initial Extensions of Credit on the Closing Date), at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing;is Solvent.